SecProbe.io

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Mail Stop 3561

      August 5, 2005

Jerry W. Throgmartin
Chief Executive Officer
Gregg Appliances, Inc.
4151 East 96th Street
Indianapolis, Indiana 46240

      Re:	Gregg Appliances, Inc.
		Registration Statement on Form S-4
      Filed July 8, 2005
		File No. 333-126486

Dear Mr. Throgmartin:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General
1. Please provide us with a letter indicating that you are
registering the exchange offer in reliance on the position
enunciated
in Exxon Capital Holdings Corporation (available May 13, 1988),
Morgan Stanley & Co. Incorporated (available June 5, 1991)
regarding
resales, and Shearman & Sterling (available July 2, 1993) with
respect to the participation of broker-dealers.  In your letter,
you
should include the statements and representations substantially in
the form set forth in the Morgan Stanley & Co. Incorporated and
Shearman & Sterling letters.
Cover Page
2. As currently represented, the offer could be open for less than
20
full business days due to the 5:00 p.m. expiration time instead of
an
expiration time of midnight on what ultimately may be the
twentieth
business day following commencement.  See Question and Answer
Eight
in Exchange Act Release No. 16623 (March 5, 1980).  Please confirm
that the offer will be open at least through midnight on the
twentieth business day.  See Rule 14d-1(g)(3).

Cautionary Note Regarding Forward-Looking Statements, page i
3. The forepart of the prospectus should include only the cover
page,
summary and risk factors section.  Accordingly, please relocate
the
information appearing under this caption, Market and Industry Data
and Forecasts, and Registered Trademarks to appear after the
forepart
of the prospectus.
4. We note your statement that information about markets, ranking
and
other similar data set forth in your registration statement may
not
be accurate.  Please note that you are responsible for the entire
content of the registration statement and cannot include language
that can be interpreted as a disclaimer of the information
contained
in the filing.  Please revise.
Prospectus Summary, page 1
5. Please note that the summary is merely intended to provide a
brief
overview of the key aspects of the offering.  Your summary appears
lengthy and repeats much of the information fully discussed later
in
your document.  For example, much of the information appearing
under
the caption "Competitive Strengths" and "Business Strategy" should
be
deleted from this section.  Please revise accordingly.  See
Instruction to Item 503(a) of Regulation S-K.
6. Please revise the summary to provide a balanced overview of
your
business.  In this regard, you should include net income amounts
in
addition to the sales amounts that you have provided.  We also
note
that you characterize various aspects of your business as
"superior,"
"premium," and "unique." Please revise to provide a more balanced
presentation of your business.
7. Please provide support for the qualitative and comparative
statements contained in the summary and throughout your
prospectus.
For example, we note the following statements appearing in this
section and elsewhere in the prospectus:
* We offer one of the most comprehensive brand and model
selections
in our industry. - page 1
* Over our 50 year history we have successfully competed against
every leading retailer and currently have a top one or two market
position in digital televisions and major appliances in the
majority
of our markets. - page 1
* We have one of the most extensive product and brand offerings of
premium video products and home appliances. - page 2
* We carry over 110 models of digital televisions and over 400
models
of appliances, which significantly exceeds our major competitors`
product depth. - page 2
* We believe no other major consumer electronics or appliance
retailer provides same-day delivery and installation on a wide
range
of products. - page 3

* We garnered a 14% market share in major appliances, achieving a
top
three market position in less than a year. - page 43

* We believe our competitors are fully built-out in each of our
existing markets. - page 44

In addition to the examples above, we also note statistical
information and references to various sources appearing under the
caption "Industry Overview" on page 56 and the "Business" section
beginning on page 57.  Clearly mark your support or provide page
references in your response to the sections you rely upon for each
specific statement.  To the extent you are unable to provide
support,
please delete the qualitative and comparative statement.  Revise
throughout your prospectus as necessary.

Risk Factors, page 15
8. We note the statement appearing in the first paragraph under
this
caption indicating that the risks outlined in this section are not
the only ones you face and that there may be "additional risks not
known to us or that we currently deem immaterial also may
materially
adversely affect us."  Please delete this disclosure, as all
material
risks must be identified and fully discussed in this section.
9. Please revise your risk factor subheadings to concisely state
the
specific material risk each risk factor presents to you or
investors
and the consequences should that risk factor occur.  Avoid simply
referring to a fact about your company or a future event in your
subheadings.  Stating that the risk may "adversely affect" your
business or cause your business to "suffer" does not adequately
address the potential consequences.  For example, the following
risk
factor subheadings should be revised accordingly:
* We are subject to risks due to the concentration of our
stores...,
page 16
* If we are unable to retain key management..., page 17
* Changes in trade regulations, currency fluctuations..., page 18
* To service our indebtedness, we will require a significant
amount
of cash..., page 20
* An active trading market may not develop for the notes, page 24
10. Some of your risk factors appear generic because the
information
could apply to many companies in your industry or even in other
industries.  Please revise to specifically indicate how the stated
risk applies to your company, or delete these risk factors:
* If we fail to anticipate changes in consumer preferences...,
page
16
* A downturn in the economy may negatively affect consumer
demand...,
page 17
* If we cannot attract and retain highly qualified sales
personnel..., page 17
* If we are unable to manage our growth effectively..., page 18
Our growth strategy depends in part on our ability to open...,
page
18
11. We note disclosure indicating that you plan to continue your
expansion in fiscal 2006.  Please quantify the number of stores
you
intend to open in fiscal 2006 so investors can fully assess the
risk.
The Recapitalization, page 26
12. Please disclose the per share price that GIC paid relative to
the
investment made by the existing equity holders.  Also, please
disclose any consideration that your three management holders
received other than consideration in exchange for their equity
interests.

The Exchange Offer, page 28
Expiration Date; Extensions; Amendments, page 30
13. We note that you intend to announce an extension of the offer
by
notifying the exchange agent and each registered holder of any
extension by "oral or written notice...."  Please advise as to how
oral notice of any extension is reasonably calculated to reach
registered holders of the outstanding notes or otherwise satisfies
the requirements of Rule 14e-1(d).
14. We note your reservation of the right "to delay accepting any
old
notes."  Please clarify in what circumstances you will delay
acceptance and confirm that any delay will be consistent with Rule
14e-1(c).  For example, if you are referring to the right to delay
acceptance only due to an extension of the exchange offer, so
state.
15. We note your reservation of the right to amend the terms of
the
exchange offer.  Please revise to indicate that, in the event of a
material change in the offer, including the waiver of a material
condition, you will extend the offer period if necessary so that
at
least five business days remain in the offer following notice of
the
material change.

Procedures for Tendering, page 30
16. We note disclosure in the penultimate paragraph under this
caption that the non-exchanged old notes will be credited to an
account as "promptly as practicable" after the expiration or
termination of the exchange offer.  Rule 14e-1(c) requires that
you
exchange the notes or return the old notes "promptly" upon
expiration
or termination of the offer, as applicable.  Please revise here
and
throughout your document as necessary.

Unaudited Pro Forma Consolidated Statement of Income, page 36
17. In pro forma adjustment 2(a) you assume income from investing
excess cash.  We do not believe that this adjustment meets the
factually supportable criteria of Article 11 of Regulation S-X.
Please revise to delete the income amount from the face of the pro
forma statement.
18. Please revise the description for adjustment 2(f) to eliminate
the statement that the adjustment assumes the recapitalization was
consummated on March 31, 2004.  The pro forma income statement
should
assume the recapitalization occurred at the beginning of the year
being presented.  Please revise the description to state that
these
charges are non recurring and directly related to the transaction,
if
true.
19. Please revise pro forma note 2 to separately identify the
adjustment related to the amortization of debt issue costs from
the
amortization of the discount on the junior notes.  In adjustment
(a)
you refer to adjustment 2(d); however, adjustment 2(d) appears to
relate only to debt issue costs and not to debt discount.  Please
revise or advise.

Selected Historical Consolidated Financial and Other Data, page 38
20. Since the ratio of earnings to fixed charges is a required
disclosure under Regulation S-K, and is calculated under the same
rules for all registrants, it appears it should be presented
separately from the non-GAAP measures you choose to present.
Please
revise the format or advise.
21. In the forepart of the document on page iii you state that
EBITDA
and adjusted EBITDA are presented as measures of cash flow and
historical ability to service debt.  In footnote 2 on page 39 you
indicate that EBITDA and adjusted EBITDA are used by management in
assessing financial performance.  If you believe that EBIDTA is a
liquidity measure, please revise your disclosures to reconcile the
amount to cash flows from operations.  We also note that you refer
to
adjusted EBITDA as a measure of cash flow. As adjusted EBITDA
excludes certain items that are required to be settled on a cash
basis, we do not believe that it is appropriate to characterize
adjusted EBITDA as a liquidity measure. See Question 10 of the
Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures which is available at www.sec.gov.
22. Please revise to include the comparable GAAP measures of
adjusted
rent expense, adjusted capital expenditures and adjusted cash
interest expense.  Likewise, revise to present GAAP cash flow
information if that is the most comparable GAAP information.
Please
also revise your disclosures to present all of the information
requested by Question 8 of the Frequently Asked Questions
Regarding
the Use of Non-GAAP Financial Measures.  In general, we have
difficulty understanding how these measures could be useful as
they
are presented in isolation and are adjusted.
23. Revise your disclosures to more fully present the information
required by Question 8 of the Frequently Asked Questions Regarding
the Use of Non-GAAP Financial Measures for adjusted EBITDA and
EBITDA.  More specifically:

* Disclose the material limitation of these measures as a measure
of
performance. These limitations would include that the measures
exclude recurring expenditures for interest and income taxes that
are
a necessary expenditure of your operation.
* Disclose in more detail how management uses these measures. You
merely state that management uses the measures, but you do not
provide any description as to how management uses the measures.
* Disclose how you compensate for the limitations inherent in
these
measures. For example, disclose whether you use GAAP based or
other
non-GAAP based numbers in assessing the performance of your
business.
24. Tell us in more detail why you believe that adjusted EBITDA is
useful as a performance measure when it excludes the recurring
charge
of stock based compensation. Please see Question 9 of the
Frequently
Asked Questions Regarding the Use of Non-GAAP Financial Measures.
25. We note the adjustment used to calculate adjusted EBITDA that
removes de-consolidation adjustment. Tell us whether these
adjustments are expected to recur in the future.
26. In footnote 11 on page 40 you define adjusted working capital.
Please tell us what this information shows, how management uses
the
number and why you believe it is useful information to an
investor.
Also, please include a tabular presentation showing in more detail
how you calculated the amounts presented.
Management`s Discussion and Analysis, page 41
27. Revise your discussion of other income on page 48 to more
fully
address the gain on sale of property and equipment.
28. It appears your table of contractual obligations on page 53
should include interest payable.  Please revise or advise.
Liquidity and Capital Resources, page 49
29. Please file as a material exhibit your financing agreement
with
GE Commercial Distribution Finance Corporation.  See Item
601(b)(10)
of Regulation S-K.

Change in Accountants, page 55
30. Please revise to state if Ernst & Young resigned, declined to
stand for re-election or was dismissed.  We do not believe the
term
"replaced" is sufficient to satisfy this requirement.
31. Please revise to disclose the exact date you elected to change
your accounting firm.  The general statement that it was in fiscal
2004 does not satisfy the requirements of Item 304(a)(1)(i) of
Regulation S-K.
32. The disclosure with respect to Ernst & Young`s reports should
be
expanded to cover the two most recent fiscal years preceding the
event; therefore, you need to disclose the nature of the report
for
fiscal 2002.  If Ernst & Young did not report on fiscal 2002,
please
revise to disclose this fact.  Likewise, the disclosure with
respect
to disagreements with Ernst & Young should be expanded to cover
the
two most recent fiscal years preceding the dismissal, resignation
or
declination to stand for re-election.
33. Please revise to include a letter from Ernst & Young stating
whether or not they agree with the disclosures you provided in the
Change of Accountants section of the filing.  The letter should be
filed as Exhibit 16.  See Item 304(a)(3) of Regulation S-K.
34. Please revise to disclose the date you engaged KPMG.  See Item
304(a)(2) of Regulation S-K.  Please tell us if you had any
consultations with KPMG prior to their engagement.  If so,